Large owner Legence Parent Ml Llc converted options into 5,200,808 shares and sold $378,098,010 worth of shares (8,402,178 units at $45.00) (SEC Form 4)

12/16/25 4:05:16 PM ET

$LGN

Engineering & Construction

Consumer Discretionary

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Legence Parent ML LLC

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Legence Corp. [ LGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/16/2025		C⁽¹⁾		5,200,808	A	⁽¹⁾	5,379,379	I	Parent ML⁽⁵⁾⁽⁷⁾⁽⁸⁾
Class B Common Stock	12/16/2025		C⁽¹⁾		5,200,808	D	⁽¹⁾	41,479,954⁽⁴⁾	I	Parent ML⁽⁵⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock	12/16/2025		S⁽²⁾		5,200,808	D	$45	178,571	I	Parent ML⁽⁵⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock	12/16/2025		S⁽²⁾		3,201,370	D	$45	25,642,999	I	Parent II ML⁽⁶⁾⁽⁷⁾⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Units of Legence Holdings LLC	⁽³⁾	12/16/2025		C⁽¹⁾			5,200,808⁽¹⁾	⁽³⁾	⁽³⁾	Class A Common Stock	5,200,808	⁽¹⁾	41,479,954⁽⁴⁾	I	See Footnotes⁽⁵⁾⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

Legence Parent ML LLC

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Legence Parent II ML LLC

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LEGENCE PARENT LLC

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Legence Parent II LLC

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BX Refficiency Aggregator LP

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Refficiency Aggregator II LP

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BCP 8/BEP 3 Holdings Manager L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Energy Management Associates III L.P.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Management Associates VIII L.P.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents the exchange by Legence Parent ML LLC ("Parent ML") of 5,200,808 Class B Units of Legence Holdings LLC ("Holdings") (together with an equal number of shares of the Issuer's Class B Common Stock, which were forfeited for no additional consideration) for a corresponding number of shares of the Issuer's Class A Common Stock (the "Exchange").

2. In connection with the closing of the secondary offering (the "Offering") of shares of Class A Common Stock of the Issuer, Parent ML and Legence Parent II ML LLC ("Parent II ML") sold shares of Class A Common Stock to the underwriters at a price per share equal to the public offering price of $45.00 per share of Class A Common Stock, less underwriting discounts and commissions of $1.575 per share.

3. Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of Holdings and that certain Exchange Agreement, dated as of September 11, 2025, by and among, among others, the Issuer and Holdings, Parent ML may exchange Class B Units held by it (along with forfeiting a corresponding number of shares of Class B Common Stock) for shares of Class A Common Stock on a one-for-one basis. The Class B Units do not expire. Shares of Class B Common Stock do not represent economic interests in the Issuer.

4. Represents Class B Units and a corresponding number shares of Class B Common Stock directly held by Parent ML immediately following the Exchange.

5. Parent ML is controlled by Legence Parent LLC ("Parent"), its sole member. Parent is controlled by BX Refficiency Aggregator LP ("BX Refficiency"), its managing member. BCP 8/BEP 3 Holdings Manager L.L.C. is the general partner of BX Refficiency.

6. Parent II ML is controlled by Legence Parent II LLC ("Parent II LLC"), its sole member. Parent II LLC is controlled by Refficiency Aggregator II LP ("Refficiency II"), its managing member. BCP 8/BEP 3 Holdings Manager L.L.C. is the general partner of Refficiency II.

7. Blackstone Energy Management Associates III L.P. and Blackstone Management Associates VIII L.P. are the managing members of BCP 8/BEP 3 Holdings Manager L.L.C. Blackstone EMA III L.L.C. is the general partner of Blackstone Energy Management Associates III L.P. BMA VIII L.L.C. is the general partner of Blackstone Management Associates VIII L.P. Blackstone Holdings II L.P. is the managing member of Blackstone EMA III L.L.C. and BMA VIII L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. ("Blackstone") is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

8. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

	LEGENCE PARENT ML LLC, By: /s/ Robert Brooks, Name: Robert Brooks, Title: Vice President	12/16/2025
	LEGENCE PARENT II ML LLC, By: /s/ Robert Brooks, Name: Robert Brooks, Title: Vice President	12/16/2025
	LEGENCE PARENT LLC, By: /s/ Bryce Seki, Name: Bryce Seki, Title: General Counsel and Secretary	12/16/2025
	LEGENCE PARENT II LLC, By: /s/ Bryce Seki, Name: Bryce Seki, Title: General Counsel and Secretary	12/16/2025
	BX REFFICIENCY AGGREGATOR LP, By: BCP 8/BEP 3 Holdings Manager L.L.C., its general partner, By: /s/ Robert Brooks, Name: Robert Brooks, Title: Authorized Signatory	12/16/2025
	REFFICIENCY AGGREGATOR II LP, By: BCP 8/BEP 3 Holdings Manager L.L.C., its general partner, By: /s/ Robert Brooks, Name: Robert Brooks, Title: Authorized Signatory	12/16/2025
	BCP 8/BEP 3 HOLDINGS MANAGER L.L.C., By: /s/ Robert Brooks, Name: Robert Brooks, Title: Authorized Signatory	12/16/2025
	BLACKSTONE ENERGY MANAGEMENT ASSOCIATES III L.P., By: Blackstone EMA III L.L.C., its general partner, By: /s/ Robert Brooks, Name: Robert Brooks, Title: Authorized Signatory	12/16/2025
	BLACKSTONE MANAGEMENT ASSOCIATES VIII L.P., By: Blackstone EMA III L.L.C., its general partner, By: /s/ Robert Brooks, Name: Robert Brooks, Title: Authorized Signatory	12/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Recent Analyst Ratings for

$LGN

Date	Price Target	Rating	Analyst
11/18/2025	$49.00	Hold → Buy	Jefferies
10/24/2025	$41.00	Buy	Roth Capital
10/7/2025	$37.00	Buy	Goldman
10/7/2025	$36.00	Outperform	BMO Capital Markets
10/7/2025	$38.00	Outperform	Bernstein
10/7/2025	$34.00	Hold	Jefferies
10/7/2025	$35.50	Buy	Rothschild & Co Redburn
10/7/2025	$36.00	Outperform	RBC Capital Mkts

More analyst ratings

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

(A) or (D)

Price

Class A Common Stock

12/16/2025

C⁽¹⁾

5,200,808

⁽¹⁾

5,379,379

Parent ML⁽⁵⁾⁽⁷⁾⁽⁸⁾

Class B Common Stock

12/16/2025

C⁽¹⁾

5,200,808

⁽¹⁾

41,479,954⁽⁴⁾

Parent ML⁽⁵⁾⁽⁷⁾⁽⁸⁾

Class A Common Stock

12/16/2025

S⁽²⁾

5,200,808

$45

178,571

Parent ML⁽⁵⁾⁽⁷⁾⁽⁸⁾

Class A Common Stock

12/16/2025

S⁽²⁾

3,201,370

$45

25,642,999

Parent II ML⁽⁶⁾⁽⁷⁾⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Units of Legence Holdings LLC

⁽³⁾

12/16/2025

C⁽¹⁾

5,200,808⁽¹⁾

⁽³⁾

Class A Common Stock

5,200,808

⁽¹⁾

41,479,954⁽⁴⁾

See Footnotes⁽⁵⁾⁽⁷⁾⁽⁸⁾

Recent Analyst Ratings for

$LGN

Date	Price Target	Rating	Analyst
11/18/2025	$49.00	Hold → Buy	Jefferies
10/24/2025	$41.00	Buy	Roth Capital
10/7/2025	$37.00	Buy	Goldman
10/7/2025	$36.00	Outperform	BMO Capital Markets
10/7/2025	$38.00	Outperform	Bernstein
10/7/2025	$34.00	Hold	Jefferies
10/7/2025	$35.50	Buy	Rothschild & Co Redburn
10/7/2025	$36.00	Outperform	RBC Capital Mkts

More analyst ratings

Large owner Legence Parent Ml Llc converted options into 5,200,808 shares and sold $378,098,010 worth of shares (8,402,178 units at $45.00) (SEC Form 4)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$LGN

Large owner Legence Parent Ml Llc converted options into 5,200,808 shares and sold $378,098,010 worth of shares (8,402,178 units at $45.00) (SEC Form 4)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$LGN

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Analyst Ratings

Legence Corp. upgraded by Jefferies with a new price target

Roth Capital initiated coverage on Legence Corp. with a new price target

Goldman initiated coverage on Legence Corp. with a new price target

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Insider Purchases

Director Keenen Terrence bought $249,984 worth of shares (8,928 units at $28.00) and was granted 5,357 shares (SEC Form 4)

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SEC Filings

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Insider Trading

SEC Form 424B4 filed by Legence Corp.

SEC Form EFFECT filed by Legence Corp.

SEC Form S-1MEF filed by Legence Corp.

Large owner Blackstone Ema Iii L.L.C. converted options into 5,200,808 shares and sold $378,098,010 worth of shares (8,402,178 units at $45.00) (SEC Form 4)